Consultancy on company formation, general assemblies, share transfers, mergers and acquisitions, and the liability of managers.
Company law covers many legal processes, from the establishment of companies to the conduct of their business activities, from the organization of the partnership structure to company mergers and demergers, from the liability of managers to the termination of the company.
Conducting commercial activities on a legally secure footing is important in order to properly draft the company's founding documents, clearly regulate the relationships between partners, ensure that decision-making processes are carried out in compliance with legislation, and identify in advance the legal risks the company may face.
Our firm provides legal consultancy and attorney services in the field of company law, particularly with respect to company formation, articles of association, partnership relations, general assembly and board of directors proceedings, mergers and acquisitions, share transfers, shareholder disputes, the legal liability of managers, company liquidation, and commercial disputes.
Company law is the area of law that regulates the establishment and operation of commercial companies, the rights and obligations of partners and managers, the duties of the company's corporate bodies, and the restructuring and termination of companies. Under the Turkish Commercial Code and related legislation, different legal rules apply to joint-stock companies, limited liability companies and other types of companies.
When forming a company, many legal matters arise, including determining the type of company, establishing the partnership structure, planning the capital structure, and drafting the articles of association. Our firm provides consultancy and attorney services with respect to the formation of joint-stock and limited liability companies, legal assessment of the appropriate company type, drafting of the articles of association, assessment of the partnership and share/capital structure, and legal follow-up of the formation process.
In joint-stock companies, the duties and powers of corporate bodies such as shareholders, the capital structure, the board of directors and the general assembly are subject to specific legal rules. We provide legal consultancy and litigation services with respect to formation, amendments to the articles of association, share transfers, general assembly and board of directors proceedings, capital increases and reductions, shareholder rights, the liability of managers, mergers, demergers and liquidation proceedings.
In limited liability companies, there are specific legal rules governing the partnership structure, transfer of shares, the powers of managers and the rights of partners. Legal support is provided with respect to company formation, drafting or amendment of the articles of association, share transfers, withdrawal from or exclusion from the partnership, appointment of managers, general assembly resolutions, capital transactions, disputes between partners, and dissolution and liquidation of the company.
Clearly regulating the legal relationship between partners in a company is important for preventing disputes that may arise in the future. In particular, in companies with more than one partner, it is important to determine in advance matters such as the rights and obligations of the partners, capital commitments, profit distribution, management and representation powers, share transfers, withdrawal from or exclusion from the company, non-compete obligations, and confidentiality obligations.
The transfer of company shares may be subject to different formal requirements and conditions depending on the type of company and the nature of the share. Legal matters that are assessed include the drafting of the transfer agreement, examination of the shareholding structure, assessment of the articles of association and any restrictions on share transfer, and the arrangement of the transfer price and payment terms. In particular, in share transfers that change control of the company, it is important to assess the transaction from the perspective of the company as a whole and the commercial relationships of the parties.
Shareholders' agreements signed between partners can allow for more detailed regulation of the company's management and the relationships between partners: matters such as the partners' management and voting rights, restrictions on share transfer, pre-emption rights, profit-distribution policies, non-compete and confidentiality obligations, dispute-resolution mechanisms, and exit mechanisms from the partnership may be regulated.
The general assembly is one of the fundamental corporate bodies that exercises the powers set out by law and the articles of association, depending on the type of company. Legal support is provided with respect to ordinary and extraordinary general assembly meetings, preparation of agendas, legal review of resolutions, and asserting the annulment or nullity of resolutions. Correctly applying the quorum requirements for meetings and resolutions, as well as the applicable procedural conditions, is important.
Board members or managers assume important duties in the management and representation processes of companies. Consultancy is provided with respect to preparing board resolutions, assessing management and representation powers, the duties and powers of managers, the liability of board members, delegation of authority, and assessing the legal risks faced by managers.
Company managers have various obligations arising from the law, the articles of association and the company's activities in carrying out their duties. Transactions by managers that may cause loss to the company, performance of their duties in a manner contrary to legislation, or fault-based conduct may give rise to various forms of legal liability. Depending on the particular circumstances of the case, the liability of managers, the loss suffered by the company, and the rights of shareholders are assessed separately.
It may be alleged that certain resolutions adopted by the corporate bodies of a company are contrary to the law, the articles of association, or the company's fundamental principles. The lawfulness of the resolution, the quorum requirements for meetings and resolutions, the rights of shareholders, and any procedural deficiencies are assessed. Where the conditions set out by law are met, legal remedies may be pursued to annul general assembly resolutions or to have them declared null and void.
Capital increase or reduction transactions may arise due to a company's financial needs or the restructuring of its capital structure. Assessment of the capital structure, general assembly resolutions, shareholders' rights, the issuance of new shares, pre-emption rights, and registration and announcement procedures must be carried out in compliance with legislation.
Companies may carry out mergers and acquisitions in order to grow, restructure, or develop their commercial activities. Many matters are assessed together, including legal due diligence, analysis of the company and shareholding structure, drafting of agreements, share transfer transactions, and review of debts and obligations.
Demergers and other restructuring transactions may arise in order to reorganize a company's commercial or financial structure. In the restructuring process, the company's existing structure, activities, debts, assets and partnership relationships are assessed in order to determine the appropriate legal method.
A significant portion of a company's day-to-day commercial activities is conducted through contracts. Legal support is provided in drafting, reviewing and negotiating commercial contracts, particularly sale, supply, service, distribution, dealership, franchise, agency, confidentiality and non-compete agreements.
The contracts a company signs determine not only the mutual rights and obligations of the parties, but also the company's long-term commercial and legal risks. Provisions such as the parties' obligations, payment terms, default provisions, penalty clauses, limitations of liability, termination conditions, confidentiality, non-compete obligations, force majeure, and dispute-resolution methods are assessed.
It is important for the legal risks a company may face to be identified in advance and addressed through the necessary legal arrangements, rather than being dealt with only after a dispute arises: review of company and commercial contracts, regulation of partnership relations, assessment of general assembly and board of directors proceedings, and assessment of the liability risks of managers.
Disputes arising from the company's activities may arise between partners, company managers, shareholders, commercial business partners, or third parties. Legal consultancy and litigation services are provided with respect to disputes between partners, shareholder disputes, disputes relating to general assembly and board of directors resolutions, disputes arising from share transfers, cases relating to the liability of managers, and disputes arising from commercial contracts.
Where a company's activities are to be terminated, the dissolution and liquidation processes must be conducted in compliance with the relevant legislation: adopting the dissolution resolution, carrying out the liquidation process, collecting the company's receivables and paying its debts, liquidating the company's assets, and determining the rights of the partners.
It may not be strictly necessary to work with a lawyer in every case in order to form a company. However, determining the type of company, establishing the partnership structure, drafting the articles of association, and regulating the rights of the partners are important for preventing disputes that may arise in the future.
Many factors may be taken into account in determining the type of company, such as the number of partners, the capital structure, the field of activity, investment plans, the need for share transfers, and the company's future objectives. For this reason, the type of company should be determined by assessing the specific commercial structure.
Depending on the nature of the dispute, legal avenues such as negotiation, contract-based solutions, mediation or litigation may arise. The rights of the partners and the provisions of the articles of association should be examined first.
The form and validity requirements for a share transfer may vary depending on the type of company and the nature of the share. The articles of association may also contain restrictions on share transfer. For this reason, it is important to examine the company's structure and the articles of association before carrying out the transfer.
Where the conditions set out by law are met, it may be possible to file a case for the annulment of certain general assembly resolutions that are contrary to the law or the articles of association. For certain resolutions, nullity may also be asserted.
The liability of managers is assessed within the framework of the transactions they carried out in the course of their duties, the degree of fault, the loss suffered by the company, and the relevant provisions of legislation.
Company mergers are carried out within the procedures and conditions set out in the Turkish Commercial Code. In a merger transaction, it is important to examine the legal and financial structure of the companies, protect the rights of the partners, and adopt the necessary company resolutions.
The legal decisions made from the moment a company is formed can be important for preventing partnership and commercial disputes that may arise in the future. Every process relating to corporate law is assessed individually, taking into account the type of company, its partnership structure, field of activity, contracts and commercial objectives.